An Emotional Brainiac
by The Shiax Artist
Summary: What happens when an explosion in Brainy's lab affects his emotions and how will this effect his and Kell's relationship? My first completed fiction. BoyXBoy and cursing. BrainyXKell-el.


Alright everyone, this is a Brainiac5 x Kell-el fiction, I'm rating it T+ just to be safe. I hope you guys like it, please comment and review. (My first completed fiction, sorry if it sucks. XP)

There is cursing and kissing! Be warned!

**Edit:**

**I fixed this one and made it easier to read. Be happy you freaks.**

**Edit2:**

**I went back and cleaned this up even more XP just so I didn't want to stab myself every time I looked at it.**

* * *

><p>It was a very quiet day at Legion Headquarters, being late in the day and with no criminal activity in the entire sector. Everyone was relaxing around the building, taking comfort in having a day off. Even Kell-el was lounging happily on the couch taking a pleasant cat-nap in the sunlight that was streaming through the window. Timberwolf and several of the girls were baking cookies and several pies for the rest of the group. Most of the other boys were hanging out in the lounge, playing games and typically being boys.<p>

Everything was calm and quiet until the entire building shook with the rattling power of a massive explosion. Everyone within range jumped to their feet and ran to where they knew it had come from. Brainiac5's lab. Kell-el was first to get there, he pried the door open and stepped back when black smoke poured out of the room. He frowned and dashed into the lab, quickly finding the small Coluan boy and exiting the room with him in his arms. Everyone else ran up just as Kell-el was laying the coughing boy down on the ground. Lightning Lad ran up and placed his organic hand on the boy's back.

"Brainy! Are you okay? What happened?"

Brainy coughed and sat up, a bright smile plastered across his face.

"That was awesome! You guys totally missed it! I just got blasted in the face!"

His giddy demeanor seemed to catch them all off guard and Saturn Girl stepped forward.

"Brainy?"

She gasped when he looked up at her and she saw his eyes. The bright blue striped with neon orange was far from his normal green eye color. He stood up and dusted off his singed jumpsuit with a lighthearted smile and turned back to his lab, looking though the smoke at the utterly destroyed room. Instead of being depressed or getting upset like everyone was expecting he giggled and pointed over at a very large machine in the corner that had half melted.

"Heh, it looks like Timberwolf on a bad hair day." He giggled and glanced up at Kell-el. Everyone was completely stumped, Brainiac5 was acting like everything was suddenly extremely amusing. Kell grabbed his shoulder and looked him in the eye.

"Querl? Are you sure you're okay? What happened in there?"

Instead of answering Brainy honked Kell's nose and giggled at Kell-el's startled reaction.

"Relax Kell, you're always so serious." Brainy said with a smile. This time Chameleon Boy stepped forward and looked Brainy in the eye.

"Dude...I think what ever blew up really messed with your head."

Suddenly Brainy's shoulders fell and his face was sullen.

"Y-Yeah...I'm sorry...I messed up...I guess I should be used to that though...I always do..."

This made everyone extremely confused, Lightning Lad placed a hand on Querl's head and tilted his face so they could see his eyes. They were a shimmering gold color now. Brainy couldn't seem to look any of them in the eye and, when Lightning Lad let go of his head, he stared at the floor like it was his only friend. Triplicate Girl grabbed Brainy's hand and pulled him down the hall.

"I think we should go to the infirmary and see what's wrong."

"Why? I'll probably just blow that up too..."

Kell-el looked at the others and his frown intensified before he turned and followed them. Triplicate girl made Brainy sit down on one of the beds and moved aside so Saturn Girl could step up. She lifted his head so she could look at him while she spoke.

"Brainy, I need to know what happened and what's going on with your mind...may I?"

"Go ahead...it's not like I could stop you anyway..."

She frowned and placed her hands on each side of his head, her eyes lighting up with pink energy. After a moment she pulled away and looked down at the boy in front of her, confused as ever.

"The device you were working on...when it exploded it...messed with your emotions..."

"Messed with them?" Cham mused

"Scrambled them. Intensified them..."

"What emotion is he feeling now then?" Cosmic Boy asked, crossing his arms. She turned to him and creased her eyebrows.

"Shame..."

"Shame? What could he possibly be ashamed about?" Cham asked, instantly regretting it when Brainy hugged his knees to his chest and buried his head in them, mumbling quietly.

"What do I have to be ashamed of? Do you really have to ask that? Try my life..."

"Brainy..."

"I separated from the Hive Mind, ran away from home, dedicated my life to helping people and yet I still became evil and nearly killed Superman. I can't do anything right, most of my inventions explode, I can't seem to sleep without having nightmares about Brainiac, and even now that I'm human I've failed to comprehend the easiest of human emotions...and that's just the basic stuff."

Lightning Lad stepped up and grabbed Brainy's shoulders and pulled him off the bed to stand him up.

"Querl, of everything to be ashamed of...you shouldn't be ashamed of any of that stuff. You ran away because you saw a better life on Earth, people praise you for the help you give and you defeated Brainiac and saved the universe. I can't even fix the toaster and I'm sure we all have problems understanding emotions. Okay?"

"O-Okay..."

"Good," Cosmic Boy said, stepping closer when Lightning Lad let Brainy go. "Now maybe we should find a way to fix this. I have work to do and an emotionally unstable Coluan is not-"

WHAM!

Cosmic Boy went stumbling back and fell right on his ass, looking up to see a seething Coluan standing over him. Brainy's eyes were now a deep, menacing red.

"For fuck's sake! When do you ever get off with the 'I have work to do' shit? All you ever do is sit around giving orders! Hell, Bouncing Boy was a better leader than you!"

"Whoa Brainy!" Kell-el said, grabbing the furious boy's arm, only to have him spin around and push him away.

"Don't even! You are the most selfish, arrogant, stubborn, asshole I have ever met! And don't even get me started on how sprocking oblivious you are!"

Kell blinked at the open hostility of the boy, his red eyes glaring at him with more hate than he'd seen in a very long time. Kell-el knew it was just his emotions getting the best of him and couldn't bring himself to hit the boy. Cosmic Boy on the other hand growled and got to his feet, fully intent on hitting Querl back. Before he could even try Brainy scoffed and swept his feet out from under him.

"Oh please, you think you're so sprockin great, you couldn't beat me if you tried." Suddenly Brainy righted himself and smiled again. "While I know that's gonna come back to bite me, I'm rather proud that I just flattened our leader on his ass."

He shot Kell a smile and everyone saw that his eyes were the same purple as his jumpsuit. The way he held himself made it obvious to everyone what he was feeling, pride. Instantly Kell moved between Cosmic Boy and Brainy to stop the angry male. Brainy just gave them a slight smile and crossed his arms behind his back like he was perfectly safe.

"Relax Kell-el, you're free to let him try if you want. I'm more than a match for him."

This made Cosmic Boy even angrier, trying to push past Kell, only to be grabbed by Saturn Girl.

"Calm down, he's not in control right now." She hissed at him. "You can't take anything he says to heart."

Cosmic Boy grumbled something but calmed down enough for Kell to relax. Bouncing Boy spoke up next.

"Well, pride is a more stable emotion than most, think you can explain what caused this and how we can fix it?"

"Of course, I have a twelfth level intellect, what can't I explain?"

"Why Lightning Lad's feet smell so bad?" Cham said jokingly, Brainy smiled and turned back to Bouncing Boy.

"I was making a personality inhibitor to help monitor and stabilize my emotions. I was working on the molecular structure and it reacted with one of my other machines, causing that explosion in the lab. The way it reacted caused my emotions to shut down and reset. There's no way to fix it, you just have to let me run through all of my emotions and when it's done I'll return to normal."

"Why were you making personality inhibitors?"

"I...I probably shouldn't tell you...you might get mad at me..."

He started to fidget with his ring and look around very panicky with his newly blue-green eyes.

"I know I shouldn't have been building them in the first place, but I thought I would need them...you don't hate me do you? I always feel like you guys hate me. Never mind, forget I asked..."

Brainy rubbed the back of his neck and avoided everyone's stares. Kell sighed and grabbed him around the waist and hoisted him over his shoulder. Brainy squeaked and clung to Kell's shirt as he walked out of the room.

"P-Please put me down!"

"Would you calm down? We're just going to the lounge."

"Are you sure that's a good idea? What if I break something or blow something up again?"

"Stop worry-wait, emotions, right..." Kell mumbled as they walked into the large lounge, dropping the small Coluan on the couch between a confused Nemesis Kid and Starboy. Brainy sat there quietly, fiddling with his ring again and trying not to touch either boy. Nemesis Kid looked up at Kell and frowned.

"What's up with him?"

"Don't get me started..." Kell said, turning away and sitting in one of the other chairs as everyone else filed in and found a place in the large room. Brainy instantly changed again, his eyes turning a startling, neon orange. He oohed and got up, practically skipping over to Lightning Lad's robotic arm and looking it over.

"You've made changes. Did Vi do this? How far can it fire? Have you used any of the energy mods? What's your favorite color? Do you like video games? Why did you grow a goatee?"

Lightning Lad took a step back and gripped the sides of his head in horror.

"Dear god, he's gone into curiosity!"

Brainy just smiled at him and cocked his head to the side.

"Is that a bad thing-eh?!" He yelped slightly when Kell-el grabbed him around the waist again. "You do this a lot...do you like picking me up or something?"

Kell blushed and dropped him on the chair he had been sitting on.

"Just...stay." He said making a motion with his hands that said for him to stay put.

"Why? Are you worried about me? Why do you always act like you couldn't care less then suddenly act like you're afraid something bad might happen?"

Kell obviously had no idea how to answer that, and he was actually quite happy when Brainy's eyes changed color again. This time they turned a very plain grey color, matching his now unamused look perfectly. Brainy dropped back into the seat and brought his feet up, tapping his fingers on the arm of the chair in complete and utter boredom. Cham peered around the back of the chair and looked down at Brainy.

"Brainy? Are you okay? What emotion are you feeling?"

Brainy just rolled his eyes, and in the most uninterested voice ever said, "I'm fine, just bored out of my wits..."

Everyone seemed to relax and take seats around the room, Kell-el the only one still standing. After a moment of silence Nemesis Kid sat forward and looked over at Cosmic Boy.

"Okay, someone has to explain why Brainiac5 is acting weird."

"A device he was working on blew up and his emotions are all...mixed up."

"Eh...and how long will this last?" Starboy asked quietly. A new voice caught their attention, standing in the doorway was Shrinking Violet.

"When he's done cycling through all the different faucets of his personality."

She smiled and stepped into the room, making Saturn Girl glance at her in confusion.

"How did you-?"

"I went to the lab and looked around a bit. I'm am a scientist after all, it wasn't too hard to figure out what had happened."

She walked over and sat on the arm of the chair Brainy was sitting in, brushing his hair back so she could look at him.

"What emotions has he run through?"

"Um...amusement, shame, hate, that one was fun."

"Not." Cosmic Boy interjected, crossing his arms.

"He's also gone through pride, worry, curiosity, and is currently in boredom."

"Interesting. How are you feeling Brainy?" She asked, catching his attention, watching his eyes turn a bright red, unlike the dark red they had been before. Everyone was expecting him to lash out again or to yell, instead he took on an uninterested look and spoke calmly.

"I'm absolutely fantastic."

"Really?"

"Yep, I haven't had a better day in my life."

"...Querl?"

"Yes?"

"Do you love me?" She asked, her face completely collected while everyone else looked shocked and confused. She frowned at his response.

"I do."

"He's lying now." She said, getting up and moving behind the chair next to Cham and resting her elbows on the back of it.

"No I'm not." He said, seemingly offended.

"How can you tell?" Nemesis Kid asked, still confused.

"He's my best friend, I know who he likes and it's not me."

"But I thought you two were...um...y'know..."

She nearly snorted at this.

"Guys, he's more flaming than the sun!"

"I am not." Brainy said casually, making Violet laugh.

"Told you!"

"Then...who does he like?"

"Now that I can't tell you, I think he'd have a fit."

"No I wouldn't."

"Shut up Brainy." Vi said with a giggle and a snort. Cham shook his head again, crossing his arm while staring at Brainy.

"Now I'm really curious..."

Saturn Girl hooked her arm with Lightning Lad's and leaned against him. Watching Brainy tap his foot and watch them all with his bright red eyes. After a moment of quiet Kell-el spoke up.

"What?" He asked Brainy, noticing that the boy was staring at him.

"I hate you." This made Kell-el frown and stare at the boy, frowning more when he spoke again.

"Your eyes are creepy. I hate them."

Kell just sat there until Bouncing Boy spoke up.

"Um...if he's lying...does that mean-?"

"Hold on." Kell said, stepping toward Brainy when he saw his eyes change again, this time to a bright, sky blue color.

"If you're curious to what my current persona is, this is my intelligent side."

"Oh great, like we don't have to deal with that enough all ready."

"Actually you don't. What you normally see is my more clever, yet emotional side."

"You do seem more...collected."

"Of course. At the moment I am feeling nothing but the desire to learn, teach, and study that around me. I am, however, in complete control of my mind and am able to quell such desires."

"...While I happy you're so calm...this is just too weird..."

"I understand fully, don't worry though. According to my calculations I should be half way through my emotional instability."

"Half way! What else is there?!"

"Well, there's a few I'm sure will pass. Some might be a surprise to even me. There will surely be sadness, fear, joy, love, honesty, envy, good, and..." He gagged and doubled over, clutching his chest. Kell and the others all started to panic, making Kell run over and grab the boy by the shoulders.

"Brainy?! Are you okay?"

"I-I'm fine...but you won't be."

His grimace turned into a wicked grin and they watched his hands fist and his Legion ring grow into a large spike. Kell-el's training and super speed were the only things that saved him from being impaled by the six inch blade. He grabbed Brainy's wrist and stopped the spike, inches from his stomach.

"Oooh, nice move pretty boy." Brainy cooed, his voice containing a dark tone that made even Kell shudder. Kell wasn't prepared for Brainy to grab his wrist and flip him over his back into the chair Violet and Cham were standing behind. Brainy chuckled and stood to his full height, solid black eyes staring down at the Superman with murderous intent. Everyone jumped to their feet and Brainy whirled to face them, a menacing grin spread across his face.

"Heeere little Legionnaires, let's play."

He motioned for them to attack with his free hand and waved the golden spike in the air with the other.

"Easy Brainy, we don't want to hurt you." Lightning Lad said, holding up his hands and taking a step forward.

"Speak for yourself, Sparky." Brainy said, lashing out and nearly taking Lightning Lad's head off. He grunted and had to retreat back to get away from the dark-eyed Coluan. Cosmic Boy raised his glowing fists and glared at Brainy.

"Brainiac5, I suggest you stop this immediately. We don't want to hurt you, but we will take measures to stop you if necessary."

Brainy just rolled his eyes and put his hands on his hips in defiance.

"Yeah yeah, sure you will. Bring it ass-wipe!"

Brainy was caught off guard when Kell-el grabbed him in a full Nelson from behind. Instead of trying to struggle or attack though, Brainy laughed.

"Really? That's the best you have?"

They saw his ring change into a full gauntlet and he reached back to grab the back of Kell-el's head. A jolt of red electricity coursed through Kell-el's body and he cried out in agony, releasing the Coluan and dropping to the floor in pain. Querl laughed and turned just in time to dodge a punch by Lightning Lad.

"Nice try."

He grabbed Lightning Lad's metal arm and hit him with the same red voltage. Lightning Lad dropped as well. Saturn Girl and Triplicate Girl attacked and Brainy easily brushed off their attacks and shocked them as well. Brainy faked a yawn and turned his back to Cosmic Boy.

"And here I thought I might have trouble taking you all down."

"You haven't even had a full taste yet!" Cosmic Boy yelled, throwing a metal wall plate at the younger boy. Querl rolled his eyes and smashed the metal panel in half with his glove. Several of the other Legionnaires attacked him and he took them all on, dropping them with his gauntlet like he was having no trouble at all. When the rest of the Legionnaires were on their knees he turned back to face Cosmic Boy with a wicked grin.

"I don't think I'll need this to take you on." He said, letting his gauntlet change back into a regular ring. He stalked forward and Cosmic Boy threw everything he could at him, finding the boy easily dodged or batted it aside. Brainy finally got close enough and Cosmic Boy threw a punch, having it be caught mid-swing.

"Pathetic." Brainy said, back handing the older boy with his free hand and watching him drop to the ground. He laughed and the ones that could looked up at him as he picked Cosmic Boy up by the front of his shirt.

"I wasn't kidding when I said I was more than a match for you. Too bad you don't listen very well." He hissed, holding up his ringed fist and letting it change back into a spike. Everyone froze, staring in horror as Brainy held their leader up, ready to end his life right then and there. It wasn't until Brainy let out a course sob and dropped the old boy onto the floor that everyone relaxed.

"Sh-shit, I'm so sorry!" He stammered, gripping the front of his shirt and sobbing loudly as tears fell down his face. "A-Are you okay?"

Cosmic Boy stared for a minute into those now deep blue eyes, then flopped backwards onto the ground, his arms outspread.

"Dear god...I hope you never go evil again...twice is quite enough."

"I-I'm sorry...I should have warned you before I changed..."

Brainy sunk to the floor and cried more, everyone starting to pick themselves up from around the room. Cosmic Boy sat forward and put a hand on the boy's shoulder.

"At the moment I couldn't care less. I'm just glad that's over and we're all still alive."

"Yeah, who knew you could take us all on?" Cham said with a grunt of pain. "That was pretty impressive...if scary as all hell..."

He gave a weak smile that only seemed to fuel Brainy's sobbing. Brainy rubbed at his eyes, trying to wipe away the tears pouring down his face and spat out apologies. Kell-el got to his feet and walked over, gently trying to pick up the sobbing boy, a bit surprised when he pulled away.

"D-Don't...I just hurt you all...you don't have to act so nice...the least you could do is be mad..."

"I'm not mad." Kell said, this time he forcefully picked the boy up and let him sob on his shoulder as he moved to the overturned couch.

"It's not your fault that you attacked us. Besides, it's over and you're one step closer to being yourself again."

He flipped the couch upright with his foot and sat down, moving the boy off his hip to sit beside him. Brainy curled up against him and sobbed, saying that he was too nice and that he deserved to be hated. Saturn Girl, Shrinking Violet, and Triplicate Girl moved over and sat around the pair, comforting Brainy and giving him hugs and soft smiles. After nearly six minutes of crying Brainy clung to Saturn Girl's shirt in a tight hug and scoffed.

"You're such a lucky bitch..."

She was a bit stunned but when she pulled away she saw his eyes had turned a very bright green. They were too vibrant to be his normal color and she frowned.

"You girls are too damn lucky..." He said, pulling away and flopping down on the couch, burying his face into the pillows Vi had put there. Saturn Girl rubbed his back and Trips knelt down in front of him.

"Why do you say that? Why are we 'lucky'?"

"Feh, why do you think? You're brave, beautiful, you have boyfriends, and actual powers...all I have is freaky green skin and a big brain..."

The girls looked at each other and nodded when they put together what he was feeling now. Envy. Vi bent over the back of the couch and petted his hair.

"Yeah, so? Your green skin makes you handsome and your brain is pretty damn impressive."

"You're just saying that. None of you have to worry about people looking at you when you walk down the street like you're just some psychotic maniac..."

Brainy scowled again when Kell grabbed the back of his shirt and pulled him backwards so his head was laying in his lap. Kell looked down at the green skinned boy and frowned when Brainy glared at him.

"Why can't I be as strong as you? You don't even have the decency to be strong and stupid. No, you have to be the strongest man in the galaxy AND have a brain..."

Kell let out a small chuckle at this and Brainy glared at him, sitting up and hitting him with the pillow still in his hands.

"What is so damn funny?"

"Nothing." Kell said with a grin, instantly frowning when Brainy got up and strode to the other side of the room, taking a seat on the damaged coffee table. Brainy crossed his arms and mumbled to himself as he glared at the floor. Kell-el suddenly felt bad and got up to move closer to the boy, freezing when Brainy flinched and scrambled back to the far side of the table. He was staring at them with wide yellow eyes.

"Brainy?" Vi said, taking a step closer and watching the boy bolt away from them like a frightened rabbit. He leapt over Starboy and skidded out into the hall, taking off again like a bullet.

"Stop him!" Cosmic Boy yelled, making everyone take off after him. Brainy ran faster than anyone had ever seen him run before, turning corners and jumping down stairs like his life depended on getting away. Timberwolf tried to cut him off and ended up just making him turn tail and run a different way. Kell tried to use his super speed to grab him and was elbowed in the face and kicked in the stomach by the terrified Coluan. When they finally caught him it was Trips who cornered him and Lightning Lad who pinned him to the floor. They dragged him back to the lounge and Kell was made to hold the trembling, frantic genius, his breathing and heart rate were off the scale.

"Sprockin hell," Cham gasped, trying to catch his breath. "who knew he could run so fast?"

"I've never seen him so scared before..." Vi said, watching his eyes dart back and forth looking for a way to get away.

"Hold on," She said, watching his body calm down. "His eyes are changing again."

Brainy closed his eyes and relaxed completely. Kell loosened his hold and leaned over slightly to see what they had changed to. Everyone gasped when Brainy opened his eyes and looked at Kell with startling light purple eyes. What made them gasp was not his eyes, but his actions. He hooked an arm around Kell's neck and grabbed his hair, pulling him close so he could kiss him full on the lips. His other hand grabbed Kell's waist and kept him from pulling away, even when the kryptonian squirmed in his grasp he didn't let go and instead deepened the kiss. Everyone turned a deep red as they watched the interaction, some of them looking away as Brainy indulged himself with Kell's mouth. Finally Kell was able to pull the boy off and hold him away from him, looking into those lust-filled eyes with complete shock and confusion.

"What the hell was that?!" Kell gasped, trying to catch his breath as he looked over at the girls. Saturn Girl and Trips just blushed and stared while Vi snickered and snorted.

"Hehehe, I told you he didn't like me."

"Whoa, wait, nonono. This is lust, not love." Kell said, holding the Coluan male as far away from him as he could. "He doesn't like me, this is just a fluke...right?"

Kell yelped when Brainy slipped out of his grasp and wrapped his arms around his neck, knocking him back onto the couch and kissing and sucking on his neck. Vi giggled again and shrugged.

"I don't know, he never told me -who- he likes, only accidental hints. It could be that you're just the closest and his lust in getting the better of him."

Brainy grabbed Kell's face and kissed him again, ignoring his protests and struggling as he moved his other hand down to rest on Kell's hips. Kell gasped and used his super speed to get away and hide behind the girls.

"Not okay! That's too much!" He said with a deep blush. This time Trips giggled and looked back at the taller male hiding behind them.

"Who knew. Kell's an uke."

This got a laugh from Vi and Phantom Girl as well as some of the boys.

"I am not! He just went too far-gah!"

He jumped away when Brainy grabbed his waist from behind and bit his ear roughly.

"H-Hey! Stop that!" Kell yelped, trying to pull the slim green arms away. Brainy ignored him and slipped his hands further up Kell's chest, making Kell turn an even deeper red.

"Brainy! Stop it!" Kell demanded, letting out a grateful sigh when Vi grabbed Brainy's waist and pulled him away. Instead of turning on her as his next target like some were expecting he pouted and glared at her slightly. Querl let out a small whine, sounding disappointed that he had been pulled away.

"You're over doing it Brainy."

"So?"

"Just calm down or you'll scare him."

Brainy was quiet for a moment before his eyes lit up with a light blue color, close to that of Lightning Lad's.

"Okay!" He said with a bright smile. "Can we play instead?"

She smiled and nodded, giggling and snorting when he dashed across the room and pressed a button that made loud music start playing. The song was a 21st century song, 'Jump Rope' by Blue October. He laughed and grabbed Vi's hands, dancing and spinning around the room. They laughed and he let go of her to grab Bouncing Boy's hands, dragging him to dance around the room with him until he switched partners again, this time for Starboy. No one could seem to resist Brainy's joyful dancing, even Cosmic Boy let himself get caught up in the strange dancing and laughing that filled the room. Finally Brainy grabbed Kell's hands and bounced in front of him.

"Dance with me!" He giggled, Kell tried to look uninterested and refuse, but the joyous look on the Coluan's face made him nod in defeat. Brainy pulled him into the center of the room and they started to spin and dance with some of the others, a startled laugh escaping Kell's throat when Brainy spun him around. After a few minutes of this Brainy stopped cold and everyone else froze as well, waiting for the change. Brainy frowned slightly then smiled and lifted his hand to Kell's forehead.

"I cut you, here let me help."

He ran his ringed hand over the small cut and they watched it heal over. Brainy pulled away and turned to the others he had hurt when he was evil. His solid white eyes seemingly glowing in the light. He walked over and ran his hand over all the bruises, scrapes, and cuts any of them had received and they were all healed. He gave them a warm smile and stepped back.

"I'm sorry I hurt you. I do hope you'll forgive me."

"Of course..." Cham and Lightning Lad said at the same time, captivated by the holy white eyes that were staring at them with such kindness and warmth.

"I'm glad. Is there anything I can help with? I'd rather enjoy helping you all any way I can."

"N-No...we're good...um...are you okay?"

"I'm quite good." He said with a soft laugh that made everyone shiver. "Are you all alright?"

"We're okay..." Cosmic Boy said quietly, trying not to look Brainy in the eye. Kell walked up and placed a hand on Brainy's shoulder, making the white eyed boy turn to him.

"Yes?"

Kell was silent as he took in the pure goodness that filled those eyes, almost disappointed when they faded and were replaced by pale, rose colored eyes. Brainy's smile became warmer and Kell felt his heart melt.

"I love you." Brainy said, his voice nearly a whisper. Kell-el couldn't move and couldn't find his voice as Querl took hold of his shoulders and gave him a soft, loving kiss. Kell couldn't seem to stop as he wrapped his arms around Brainy's waist and deepened the kiss. There were a lot of slack jaws and giggling as the two boys kissed. It wasn't until Kell heard Vi's trademark snort that he blushed and pulled away, releasing the smiling boy and avoiding everyone's looks.

"Well," Trips said with a giggle. "I think we just solved the 'who does Brainy like' issue. And this time it wasn't a bout of lust."

Brainy just gave her a small smile and clung gently to Kell's waist and Kell, being unable to resist the sweet male, hooked his arms around Brainy's shoulders and blushed. Phantom Girl smiled and clung to Timberwolf's arm, making both of them blush. Trips clung to Bouncing Boy's shoulders and Saturn Girl took the chance to grab the front of Lightning Lad's shirt and kiss him. Violet clapped happily and sat on the back of the couch.

"Oh, I hope Brainy remembers all of this!"

"What?" Kell asked, his smile dropping off his face. "What do you mean by that?"

"Well, when this is all over he'll likely pass out and he might forget any of this even happened."

"That can't happen!" Phantom Girl jeered, throwing up her arms. "Brainy finally told Kell he loved him! He can't forget that!"

"I don't know what to tell you! He might remember this and he might not! It's all up to chance..."

Vi went silent when she saw Kell's sad face. Saturn Girl stepped forward and put her hands on her hips.

"Like that's gonna happen! If he does forget I'll make him remember!" She said with a confident pout. This made Brainy giggle and everyone looked over at him, his eyes now a dark green as he still clung to Kell's hip.

"You don't have to worry so much. I don't want to forget any of this and I won't."

"How-?"

"I'm a twelfth level intellect, I'm smart enough to make sure I remember something like this."

"What-?"

"I'm honesty."

"Honesty?"

"Yep."

"So...you have to tell the truth about anything we ask you?"

"Yes, but I can choose not to answer if I want."

Kell was quiet for a moment before leaning down and turning Brainy so he looked him in the eye.

"Do...do you really love me?"

Brainy's smile made Kell melt again.

"Of course I do. I've loved you for a long time now."

Kell's face lit up and they kissed again. When they broke the kiss Kell moved them over to a chair and sat down, making Brainy sit down in his lap so he could cuddle him.

"Okay!" Cham said, taking a seat on the floor. "Question time!"

Brainy laughed but nodded.

"Go ahead, ask away."

"Who's the one who smashed the blender last week?"

"Me."

"What?! Why?!"

"I hate it. It's pointless and noisy and the damn thing shocked me."

"Okay...What's your favorite color? My money was on blue."

"Hehe, close, it's purple."

"Really? Why?"

"I like red and blue, but mixed together they make purple."

"Nice, what's your favorite thing to do?"

"Take really hot showers, not hot enough that they burn, but hot enough that they sting."

"Why?"

"Because the feeling is intoxicating and makes me remember that I can feel and am organic."

"...What about your favorite food?"

"Chocolate, because it tastes good."

"Hehehe, oh! How did you beat all of us when you went evil?"

"Heh, I should have known that one was coming."

"Well?"

"I've watched all of you train. I know all of your powers, your strengths, your weaknesses, your techniques. I know how to beat all of you."

"What about that weird spike and gauntlet thing your ring did?"

"I modified it so I could protect myself in a pinch. The red energy it emits is the pure energy of a black sun."

"A black sun! How did you-?!"

"I ran into the last black sun three years ago and brought it to the lab. I-"

"Brought it to the lab? How?!"

"It's only the size of a football, Vi. It wasn't hard. Alone a black sun has barely enough power to burn your little finger, but if the power is rerouted and amplified, it can take out an entire planet."

"And you have this thing in the lab?!"

"No, I took a small section of it and put it in my ring before shipping it to a private lab I have on the outskirts of Sector Delta Twelve. That energy is the same thing I used to heal you all."

"Daaaaamn...a-anyway...how did you become organic anyway? You never explained it to us..."

"That's easy. It was the same technology that Brainiac used to turn everything into data. The Coluan Hive Mind has the knowledge of matter transformation technology. When I expelled Brainiac from my mind I used the Hive Mind's technology to change myself so I could never be corrupted like that again."

Everyone went quiet and Brainy looked over at Kell, smiling when the green on black eyes looked up at him.

"I'm glad I chose to become human..."

Kell smiled and they went to share a kiss. Kell flinched when Brainy's eyes rolled back and he fell limp against his chest. Everyone shifted and stared at Brainy's limp form.

"B-Brainy?" Kell said, shaking his shoulder gently, worry across his face.

"Relax Kell, it just means that he's finally back to normal."

"No more flip-flopping?" Nemesis Kid asked uncertainly, relieved when Vi nodded. Vi stood and moved over to move Brainy into her arms.

"What are you-?"

"I need to put him to bed."

"You can't just leave him here?"

"No, I need to make sure he doesn't freak out and lock himself in his lab for the next week because he's embarrassed of what he did."

"Um, a bit too late for that." Cham said, wincing when Brainy stirred and sat up, gripping his head before staring at Kell-el. At first he just stared at the other male, then his eyes went wide and his face flushed a very deep green.

"O-Oh my code...I-I-I'm sorry! I didn't-!"

He was forced to shut up when Kell smiled and took him by the back of the head, bringing him close so they could kiss. This time Brainy was the one to try to pull away, only to settle into the kiss and relax onto Kell's lap. When they pulled away Brainy stared at him, mouth agape.

"Y-You're not mad?"

"Haha! Of course not!" Kell laughed and sat back in his seat, making Brainy blush even more. "I don't think I've ever been this happy."

Kell pulled the smaller boy to his chest and snuggled the top of his head.

"Besides, I've liked you for a long time too...just wasn't sure what I was actually feeling until now..."

"Y-You mean-?"

"Yep."

Kell-el pushed him back so they could look at each other again and took Brainy's hand into his own, kissing his knuckles.

"Brainiac5, will you go out with me?"

The squeak of happiness and the glomp that ensued was the most entertaining thing any of them had seen since the whole thing had started. The rest of the group left as the two boys made out and laughed so hard that the chair they were sitting in fell over. Kell was so excited that he scooped up the smaller boy and they ran off to Querl's room to 'talk.' Neither of them noticed Phantom Girl taking pictures all throughout the night. The only ones who were still a bit surprised were Nemesis Kid and Cosmic Boy, who were left standing in the wrecked lounge with dumbfound expressions on their faces. Cosmic Boy turned to Nemesis Kid and shook his head.

"That was...not how I thought this day would go."

"Nope."

* * *

><p>Okay...so this is just me being a dorky fangirl, but I hope you all enjoyed it. This is my first fic that I've completed and I plan to finish more (I promise my others are longer and better.) Please feel free to review and tell me what I need to fix or what needs to change. Thank you for reading! :D<p>

**In case you got mixed up with any of the color match-ups.**  
><strong>Here's the list of all the emotions.<strong>

Amusement-Orange/Blue  
>Shame-Gold<br>Hate-Dark Red  
>Pride-Purple<br>Worry-Blue/Green  
>Curiosity-Orange<br>Boredom-Grey  
>Lie-Red<br>Intelligent-Blue  
>Evil-Black<br>Sadness-Dark Blue  
>Envy-Green<br>Fear-Yellow  
>Lust-Light Purple<br>Joy-Light Blue  
>Good-White<br>Love-Pale Pink  
>Honesty-Dark Green<p> 


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